Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
GLOBAL TELEMEDIA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Florida 64-0708107
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1121 Alderman Drive, Suite 200
Alpharetta, Georgia 30202
(Address of principal executive office) (Zip Code)
_______________
Consulting Contracts for Consultants and Advisors
Employee Compensation
(Full title of the Plan)
_______________
Roderick McClain
1121 Alderman Drive, Suite 200
Alpharetta, Georgia 30202
(770) 667-6088
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Bruce Brashear, Esq.
920 N. W. 8th Avenue
Suite A
Gainesville, Florida 32601
(904) 336-0800
_______________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of Securities Amount to be price offering registration
to be registered registered1 per share1 price1 fee
Common Stock, par
value $.004 2,330,000 $3.062 $7,134,460 $2,460
Common Shares
1Pursuant to Rule 457(h), the maximum offering price was calculated based upon
the closing price of the Company's Common Stock on May 1, 1996.
<PAGE>
GLOBAL TELEMEDIA INTERNATIONAL, INC.
Cross Reference Sheet
Required by Item 501 (b) of Regulation S_K
ITEM NO. CAPTION OR PAGE IN PROSPECTUS
1. Forepart of Registration Statement Outside Front Cover Page
and Outside Front Cover
Page of Prospectus
2. Inside Front Cover and Outside Inside Front Cover Page;
Back Cover Pages of Prospectus Outside Back Cover Pages
3. Summary Information; Risk Factors Not Applicable
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security
Holders
8. Plan of Distribution Cover Page of Prospectus
and Sales By Selling
Security Holders
9. Description of Securities Description of Securities;
to be Registered Contracts with
Consultants and Advisors
10. Interests of Named Experts and Counsel Legal Matters
11. Material Changes Not Applicable
12. Incorporation of Certain Information by Incorporation of Certain
Documents by
Reference Reference
13. Disclosure of Commission Position Indemnification
on Indemnification for Securities Act
Liabilities
GLOBAL TELEMEDIA INTERNATIONAL, INC.
2,330,000 Shares of Common Stock
($.004 par value)
Issued Pursuant to the Company's
Contracts with Consultants and Advisors
and
Employment Agreements
This Prospectus is part of a Registration Statement which registers an
aggregate of 2,330,000 Shares of Common Stock, $.004 par value (such shares
being collectively referred to as the "Shares") of Global TeleMedia
International, Inc. (the "Company") which have been issued or are issuable to
employees consultants and advisors of the Company pursuant to written
agreements (the "Agreements") providing for the issuance of the Shares or
warrants as set forth herein. Such selling stockholders may sometimes
hereafter be collectively referred to as the "Selling Security Holders".
The Company has been advised by the Selling Security Holders that they may
sell all or a portion of the Shares from time to time in the over-the-counter
market, in negotiated transactions, directly or through brokers or otherwise,
and that such shares will be sold at market prices prevailing at the time of
such sales or at negotiated prices, and the Company will not receive any
proceeds from such sales except upon exercise of the Options.
No person has been authorized by the Company to give nay information or
to make any representations other than those as contained in this Prospectus,
and if given or made, such information or representation must not be relied
upon as having been authorized by the Company. Neither the delivery of this
prospectus nor any distribution of the Shares issuable upon exercise of the
Options or under the terms of this Agreement shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
This Prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.
The date of this Prospectus is May 2, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information field with the Commission can be inspected
and copied at the public reference facilities of the Commission at 450 Fifth
Street, N. W., Washington DC 20549. Copies of this material can also be
obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N. W., Washington DC
20549. The Company's Common Stock is traded on the OTC Bulletin Board under
the symbol "GTMI."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
1. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995, and September 30, 1995.
2. The Company's Annual Report on Form 10-K for the year ended December
31, 1995.
3. All reports and documents filed by the Company pursuant to Section 13,
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document, which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any statement
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such South copies should be directed to Corporate Secretary,
Global Telemedia International, Inc., 1121 Alderman Drive, Suite 200,
Alpharetta, Georgia 30202, telephone 770-667-6088.
EMPLOYMENT AGREEMENTS AND
CONTRACTS WITH ADVISORS AND CONSULTANTS
Employment Compensation
On February 1, 1996, the Company amended its employment contract with
Gregory R. Catinella to grant Mr. Catinella warrants to purchase 50,000 common
shares of the Company at an exercise price of $1.00 per share for a period
terminating January 31, 1997.
On February 1, 1996, the Company amended its employment contract with
Melissa Hart to grant Ms. Hart warrants to purchase 25,000 common shares of the
Company at an exercise price of $1.00 per share for a period terminating
January 31, 1997.
On February 1, 1996, the Company amended its employment contract with
Geoffrey F. McClain to grant Mr. McClain warrants to purchase 50,000 common
shares of the Company at an exercise price of $1.00 per share for a period
terminating January 31, 1997.
On February 1, 1996, the Company amended its employment contract with
Herbert S. Perman to grant Mr. Perman warrants to purchase 50,000 common shares
of the Company at an exercise price of $1.00 per share for a period terminating
January 31, 1997.
On February 1, 1996, the Company amended its employment contract with
Michael Rogers to grant Mr. Rogers warrants to purchase 25,000 common shares
of the Company at an exercise price of $1.00 per share for a period terminating
January 31, 1997.
Securities Issued Under Agreements with Advisors and Consultants
On November 3, 1995, the Company entered into a Consulting Agreement with
Jim Devaney ("Devaney") pursuant to which the Company agreed to issue 30,000
shares of its Common Stock in part for consideration for consulting services
to be provided by Devaney to the Company over an anticipated one year period
commencing on the date of the consulting agreement. Under the terms of the
Consulting Agreement, Devaney is to act as a management consultant and to
provide services on behalf of the Company, including, but not limited to,
assisting the Company in evaluating real estate acquisitions.
On November 11, 1995, the Company entered into a Consulting Agreement with
Bruce Baker ("Baker") pursuant to which the Company agreed to issue 250,000
shares of its Common Stock in part for consideration for consulting services
to be provided by Baker to the Company over an anticipated one year period
commencing on the date of the Consulting Agreement. Under the terms of the
Consulting Agreement, Baker is to act as a management consultant and to
provide services on behalf of the Company, including, but not limited to,
assisting the Company in locating and evaluating mergers and acquisitions.
On December 12, 1995, the Company entered into a Consulting Agreement with
Joe Nolan ("Nolan") pursuant to which the Company agreed to issue 25,000
shares of its Common Stock in part for consideration for consulting services
to be provided by Nolan to the Company over an anticipated one year period
commencing on the date of the Consulting Agreement. Under the terms of the
Consulting Agreement, Nolan is to act as a management consultant and to
provide services on behalf of the Company, including, but not limited to,
assisting the Company in stock valuation and tax matters.
On December 3, 1995, the Company entered into a Public Relations Agreement
with Golden Holdings International, Inc. ("Golden") pursuant to which the
Company agreed to issue 300,000 shares of its Common Stock and warrants to
purchase 200,000 common shares at $1.00 per share until November 13, 1996,
for consideration for public relations services to be provided by Golden to
the Company over an anticipated one year period commencing on the date of the
Public Relations Agreement. Under the terms of the Public Relations Agreement,
Golden is to act as a public relations consultant and to provide services on
behalf of the Company concerning interaction with and presentations to the
brokerage and investment communities.
On January 11, 1996, the Company entered into an Agreement with
Alphatronix, Inc. ("Alpha") pursuant to which the Company agreed to issue
100,000 shares of its Common Stock in part for consideration for consulting
and public relations services to be provided by Alpha to the Company. Under
the terms of this Agreement, Alpha is to act as a financial public relations
counsel with respect to existing and potential marketmakers, brokers,
underwriters and investors.
On January 29 1996, the Company entered into an Agreement with James
Connell ("Connell") pursuant to which the Company agreed to issue 200,000 shares
of its Common Stock in part for consideration for public relations services to
be provided by Connell to the Company over an anticipated one year period
commencing on the date of the Agreement. Under the terms of this Agreement,
Connell is to act as a public relations consultant and to provide services on
behalf of the Company concerning interaction with and presentations to the
brokerage and investment communities.
On January 29 1996, the Company entered into an Agreement with I.W. Miller
Company ("Miller") pursuant to which the Company agreed to issue 200,000 shares
of its Common Stock in part for consideration for public relations services to
be provided by Miller to the Company over an anticipated one year period
commencing on the date of the Agreement. Under the terms of this Agreement,
Miller is to act as a financial public relations consultant.
On March 22, 1996, the Company entered into a Consulting Agreement with
Milton Barbarosh ("Barbarosh") pursuant to which the Company agreed to issue
75,000 shares of its Common Stock in part for consideration for consulting
services to be provided by Barbarosh to the Company commencing on the date of
the Consulting Agreement. Under the terms of the Consulting Agreement,
Barbarosh is to act as a management consultant and to provide services on
behalf of the Company, including, but not limited to, assisting the Company in
planning, evaluating negotiating and consummating mergers and acquisitions.
On April 24, 1996, the Company entered into an Agreement with F.P.I., Inc.
("FPI") pursuant to which the Company agreed to issue 500,000 shares of its
Common Stock in part for consideration for consulting and public relations
services to be provided by FPI to the Company. Under the terms of this
Agreement, FPI is to act as a financial public relations counsel with respect
to existing and potential marketmakers, brokers, underwriters and investors.
On November 20, 1995, the Company entered into an agreement with Madison
Research and Associates, Inc. ("MRA") wherein MRA would provide financial
public relations services for the Company in consideration of warrants to
purchase 50,000 common shares at $.50 per share and warrants to purchase
150,000 shares at $1.25 per share unitl November 20, 1996.
On January 15, 1996, the Company entered into an agreement with Barrow
Street Research, Inc. ("BSR") wherein BSR would produce an investment
research report for the Company in consideration of a $7,500 cash payment and
an option to purchase 25,000 shares of the Company's common stock at an
exercise price of 50% above the price of the Company's common stock on January
15, 1996, until January 14, 1998.
On April 11, 1996, the Company entered into an agreement with Southstar
Financial Services, Inc., ("Southstar") pursuant to which Southstar is to act
as a management consultant, strategic planner and advisor to the Company in
consideration of 25,000 shares of the common stock of the Company.
Restrictions Under Securities Laws
The sale of Shares must be made in compliance with federal and state
securities laws. Officers, directors and 10% or greater stockholders of the
Company, as well as certain other parties who may be deemed to be "affiliates"
of the Company under the Federal Securities Laws, should be aware that resales
by affiliates can only be made pursuant to an effective Registration
Statement, Rule 144 or any other applicable exemption. Officers, directors and
10% and greater stockholders are also subject to the "short swing" profit rule
of Section 16(b) of the Securities Exchange Act of 1934.
SALES BY SELLING SECURITY HOLDERS
The following table sets forth as at March 25, 1996, the name of the Selling
Security Holders, the amount of shares of Common Stock held directly or
indirectly, the maximum amount of shares of common Stock to be offered by the
Selling Security Holders, the amount of common stock to be owned by the Selling
security Holders following sale of such shares of Common Stock and the
percentage of shares of common stock to be owned by each Selling Security
Holder following completion of such offering.
Shares to be Percentage to
Name of Selling Number of Shares to Owned After be Owned
Security Holder Shares Owned be Offered Offering After Offering
Golden Holdings
International, Inc. 0 500,000 0 --
Bruce Baker 0 250,000 0 --
James Connell 0 200,000 0 --
I.W. Miller Company 0 200,000 0 --
Milton Barbarosh 0 75,000 0 --
F.P.I., Inc. 0 500,000 0 --
Alphatronix, Inc. 0 100,000 0 --
Jim Devaney 0 30,000 0 --
Joe Nolan 50,000 25,000 50,000 --
Barrow Street
Research, Inc 0 25,000 0 --
Madison Research
& Associates, Inc. 0 200,000 0 --
Southstar
Financial Services Inc. 0 25,000 0 --
Gregory R. Catinella 117,000 50,000 117,000 1.19%
Melissa Hart 52,000 25,000 52,000 .53%
Geoffrey F. McClain 278,588 50,000 278,588 2.82%
Herbert S. Perman 150,000 50,000 150,000 1.52%
Michael Rogers 87,000 25,000 87,000 .88%
DESCRIPTION OF SECURITIES
The Company is currently authorized to issue up to 25,000,000 shares of Common
Stock, par value $.004 per share, of which approximately 10,785,000 were
outstanding as of April 15, 1996.
Common Stock
Holders of shares of Common Stock are entitled to a share, on a ratable
basis, such divedends as may by the board of Directors out of funds, legally
available therefor. Upon liquidation, dissolution or winding up of the Company,
after payment to creditors, the assets of the Company will be divided pro
rata on a per share basis among the holders of the Common Stock.
Each share of Common Stock entitles the holders thereof to one vote.
Holders of Common Stock do not have cumulative voting rights which means that
the holders of more than 50% of the shares voting for the election of
Directors can elect all of the Directors if they choose to do so, and, in such
event, the holders of the remaining shares will not be able to elect any
Directors. The Common Stock has no preemptive, subscription or conversion
rights and is not redeemable by the Company.
Over-the-Counter Market
The Company's Common Stock is traded on the OTC Bulletin Board under the
symbol "GTMI". The Company's shares of common Stock were delisted from
NASDAQ in July, 1995. The Company is presently engaged in the reapplication
process to gain new listing on the NASDAQ System. If for any reason the
Common Stock is not accepted for inclusion on the NASDAQ System, then in such
case the Company's Common Stock would be expected to continue to the traded in
the over-the-counter markets through he "pink sheets" or the NASD's OTC Bulletin
Board. In the event the Common Stock were not included in the NASDAQ System,
the Company's Common Stock would be covered by a Securities and Exchange
Commission rule that imposes additional sales practice requirements on
broker-dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 jointly with their spouse). For
transactions covered by the rule, the broker-dealer must make a special
suitability determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. Consequently, the rule may
affect the ability of the broker-dealers to sell the Company's securities and
may also affect the ability of purchasers in this offering to sell their shares
in the secondary market. The ability of the Company to secure a symbol on the
NASDAQ System does not imply that a meaningful trading market in its Common
Stock will ever develop.
Transfer Agent
The Transfer Agent for the shares of Common Stock is American Stock
Transfer & Trust Company, 40 Wall Street, New York, New York 10005.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon by the Company by Bruce Brashear, Esq., 920 North
West 8th Avenue, Suite A, Gainesville, Florida 32601.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference to its annual report on Form 10-KSB, has been audited by Tauber &
Balser, independent certified public accountants, for the year ended December
31, 1995 and by Kaufman, Rossin and Company for the year ended December
31, 1994, as set for thin their reports thereon included therein and
incorporated herein by reference, Such consolidated financial statements are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing.
INDEMNIFICATION
The Company has authority under section 607.0850 of the Florida Business
Corporation Act to indemnify its directors and officers to the extent provided
for in such statute. The provisions of the Florida Business Corporation Act
that authorize indemnification do not eliminate the duty of cat of a director
and in appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief remain available under Florida Law. In addition,
each director will continue to be subject to liability for all(a) violations
of criminal laws unless a director has reasonable cause to believe his
conduct is lawful or had no reasonable cause to believe his conduct was
unlawful, (b) deriving an improper personal benefit from a transaction, (c)
voting for or assenting to any unlawful distribution and (d) willful misconduct
or conscious disregard for the best interest of the Company in a proceeding by
or in right of the Company to cure a judgment in its favor or in a proceeding
by or the right of a shareholder. The statute does not affect a directors'
responsibilities under any other law, such as the federal securities lass.
The effect of the foregoing is to require the company to indemnify the officers
and directors of the Company for any claim arising against such persons in the
official capacity if such person acted in good faith and in the manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unethical.
PART II
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's latest annual report for the year ended December 31,
1995; and
(b) The registrant's quarterly reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995, and September 30, 1995.
(c) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Form 10-K referred to in paragraph (a) above.
(d) The descriptions of the registrant's securities which are contained in
its registration statements filed under section 12 of the Securities Exchange
Act of 1934, including any amendment or reports filed for the purpose of
updating such descriptions.
All documents filed by the registrant issuer pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 from the date
hereof and prior to the termination of the offering of the securities offered
hereby shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
The class of securities to be offered hereby is registered under Section
12 of the Securities Exchange Act of 1934, as amended. A description of the
Registrant's securities is set forth in the Prospectus incorporated as a part
of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
The By-Laws of the Company, contain a provision under which the officers
and directors of the Company would be indemnified to the full extent permitted
by law. Also, S607.0850, FLA. STAT. (1995), permits indemnification against
expenses actually and reasonably incurred by a director, officer, employee or
agent to the extent that such person has been successful in the defense of a
matter eligible for indemnification under the statute. Under certain
circumstances, expenses may be paid by a corporation in advance, subject to
repayment, unless the defendant ultimately is determined to be ineligible for
indemnification. In addition, the statute permits a corporation to indemnify
directors and officers against certain liabilities and to purchase and
maintain director and officer liability and reimbursement insurance against
liabilities, whether or not the corporation would have the power of
indemnification against such liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
(4) Instruments defining the rights of security holders, including indentures
(a) Agreement between Golden Holdings International, Inc.
and the Company dated January 30, 1996.
(b) Agreement between Bruce Baker
and the Company dated March 11, 1996.
(c) Agreement between Jim Devaney
and the Company dated January 3, 1996.
(d) Agreement between Joe Nolan
and the Company dated January 16, 1996.
(e) Agreement between Alphatronix, Inc.
and the Company dated January 11, 1996.
(f) Agreement between James Connell
and the Company dated January 29, 1996.
(g) Agreement between I. W. Miller
and the Company dated January 29, 1996.
(h) Agreement between F.P.I., Inc.
and the Company dated April 24, 1996.
(i) Agreement between Southstar Financial Services, Inc.
and the Company dated April 11, 1996.
(j) Addendum to Employment Agreement between Gregory R. Catinella
and the Company dated February 1, 1996.
(k) Addendum to Employment Agreement between Melissa Hart
and the Company dated February 1, 1996.
(l) Addendum to Employment Agreement between Geoffrey F. McClain
and the Company dated February 1, 1996.
(m) Addendum to Employment Agreement between Herbert S. Perman
and the Company dated February 1, 1996.
(n) Addendum to Employment Agreement between Michael Rogers
and the Company dated February 1, 1996.
(o) Agreement between Milton Barbarosh
and the Company dated March 22, 1996
(5) Opinion re legality
(24) Consents of experts and counsel
(a) Consent of Tauber & Balser, P.C.
(b) Consent of Bruce Brashear, Esq.
(28) Additional exhibits None
(29) Information from reports furnished to state insurance regulatory
authorities None
Item 9. Undertakings.
(a)The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933 treat each post-effective amendment as a new registration statement
of the securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
(3) File a post-effective amendment to remove any of the securities that
remain unsold at the end of the offering.
(b) The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies it has reasonable ground to believe it meets all the
requirements for filing on Form S-8 and has duly caused same to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Alpharetta, State of Georgia, on the 2nd day of May, 1996.
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By:______________________________________________
Roderick A. McClain,
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roderick A. McClain his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done on or about the premises, as fully and for all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated, on the dates indicated.
Signature Title
__________________________________ President, Chief Executive Officer,
RODERICK A. MCCLAIN Chief Operating Officer and Director
Date:____________________
__________________________________ Treasurer, Chief Financial
HERBERT S. PERMAN Officer and Director
Date:___________________
________________________________ Senior Vice President, Director
GEOFFREY F. MCCLAIN
Date:____________________
<PAGE>
EXHIBIT 4(a)
Agreement between Golden Holdings International, Inc. and
the Company dated January 30, 1996.
<PAGE>
FINANCIAL PUBLIC RELATIONS AGREEMENT
This Financial Consulting Agreement (this "Agreement) is made and
entered into effective the 30th day of January, 1996, between Global
TeleMedia International, Inc., a Florida corporation (the "Company'), having
offices at 1121 Alderman Drive, Suite 200, Alpharetta, Georgia 30202, and
Golden Holdings International, Inc., a Delaware Corporation ("Consultant")
having offices at 96 Fulton Street, New York, New York 10038, based on the
following:
Premises
A. The Company is a publicly-held corporation with its securities
currently traded on the OTC Bulletin Board market. The Company is seeldng
to expand its investor base and the number of market professionals who are
aware of the Company's activities.
B. Consultant is established in the securities industry and has experience
in providing advice and support for publicly-held companies.
C. The Company desires to retain the services of the Consultant, and
Consultant desires to offer such services, on the terms and conditions set forth
in this Agreement.
NOW,THEREFORE, based on the foregoing premises and in consideration
of the mutual covenants of the parties and the benefits to be derived therefrom,
it is hereby agreed as follows:
Agreement
1. Engagement of Consultant. The Company hereby engages
Consultant to provide services to the Company under the terms of this
Agreement, including, but not limited to, the analysis of the business and
proposed business of the Company by equity participants; the presentation
of the Company to market professionals, including brokerdealers, mutual
funds, and other institutional investors; providing the Company advice
concerning shareholder relations and the preparation and dissemination of
information to the Company's shareholders; assisting in long-term financial
planning, including borrowings, equity financing and other opportunities;
providing advice concerning the existing and future capital structure of the
Company; and providing other financial assistance to the extent required by
the Company. Notwithstanding the foregoing, Consultant shall not act as an
agent of the Company and shall not contact the holders of the securities of the
Company in connection with the exercise or conversion of currently issued
and outstanding warrants, options, or convertible securities.
2. Marketing. Global TeleMedia International, Inc., shall furnish to
Consultant disclosure and filing materials, financial statements, business
plans, promotional materials, annual reports and press releases. In addition,
Company agrees to distribute due diligence packages in ample quantities to
potential investors as well as to the brokerage community. Consultant may
rely on, and assume the accuracy of the due diligence package and/or research
reports. Consultant may disseminate through the use of media and
advertisement the contents of the due diligence package and any research
reports in order to attract potential advisors as well as the brokerage
community. Company acknowledges that Consultant is engaged in other
business activities and will continue such allies during the term of this
Agreement. Consultant shall not be restricted from engaging in other business
activities during the term of this Agreement.
3 . Compensation to Consultant. Commensurate with the execution of
this Agreement, the Consultant is to receive 300,000 shares of common
stock of Global TeleMedia Inc., (GTW In addition, the Consultant shal
receive 200,000 purchase warrants of GTMI. The exercise price of these
warrants shall be one dollar ($1.00) and are exercisable through calendar
year 1996. These shares are to be issued by Global TeleMedia, Inc., under
rule S-8, and will be freely tradeable without restriction.
4. Term. This Agreement shall commence on the date hereof and will
terminate on the earliest of the following:
a. One year from the date of this Agreement.
b. This Agreement can be renewed after one year and extended for
a mutually agreed upon period of time.
c. Upon termination for cause by Company upon 30 days written
notice. Cause shall be determined solely as to the following: violation of
any rule or regulation of any regulatory agency; any other neglect, act or
omission detrimental to the conduct of Company business; material breach
of the Agreement or any unauthorized disclosure of any of the secrets or
confidential information of Company; dishonesty related to independent
contractor status.
5. Confidentiality. Consultant acknowledges that it may receive
confidential and proprietary information of the Company in connection with
the services provided under the terms of this Agreement. The Consultant
agrees to keep all such information confidential and to take prudent steps to
assure that its officers, directors, and employees maintain the confidentiality
of such information, including obtaining agreements similar to the provisions
of this paragraph from such officers, directors, and employees, and to not use
such confidential information, except for the direct benefit of the Company.
Consultant shall not disclose such confidential information and shall take
reasonable steps to prevent the disclosure by its officer, directors, and
employees without the prior written consent of the Company.
6. Reimbursement of Cost. Consultant shall be reimbursed by the
Company for all reasonable and necessary out-of-pocket third-party expenses
incurred by the Consultant in connection with the performance of its obligations
under the terms of this Agreement. All third-party expenses are to be mutually
agreed upon in advance.
7. Independent Consultant. The Company and Consultant hereby
acknowledges that Consultant is an independent contractor. Consultant shall
not hold itself out as, nor shall it take any action from which others might
infer that it is, a partner or agent of or a joint venturer with the Company.
Consultant shall; have no authority to act on behalf of or bind the Company
and shall take no action which purports to bind the Company.
8. Entire Agreement. This Agreement is and shall be considered to be
the only agreement between the parties hereto with respect to the engagement
of Consultant by the Company. All negotiations, commitments, and
understandings acceptable to both parties have been incorporated herein. No
letter, telegram, or communication passing between the parties hereto covering
any matter during this contract period, or any plans or periods thereafter,
shall be deemed as part of this Agreement; and shall not have the effect of
modifying or adding to this Agreement unless it is distinctly stated in such
letter, telegram, or communication that it is to constitute a part of this
Agreement and is to be attached as an amendment to this Agreement and is
signed by the parties to this Agreement.
9. Governing Law. This Agreement shall be governed by and
interpreted in accordance the laws of the state of Georgia.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
Global TeleMedia International, Inc.
Date:
President and Chief Executive Officer
Golden Holdings International, Inc.
Date:
Gregory M. Spinder
President
<PAGE>
EXHIBIT 4(b)
Agreement between Bruce Baker and
the Company dated March 11, 1996.
GLOBAL TELEMEDIA
INTERNATIONAL., INC
March 11, 1996
Mr. Bruce Baker
8500 West 110th Street
Overland Park, Kansas 66210
Re: Consulting Agreement
Dear Mr. Baker:
Formalizing our earlier discussions, this is to acknowledge and confirm
the terms of our Management Consulting Agreement ("Consulting Agreement")
as follows:
1. Appointment of Bruce Baker. Global TeleMedia International, Inc.
("Global") hereby engages Bruce Baker and Bruce Baker hereby agrees to render
services to Global as a management consultant, strategic planner and advisor.
2. Duties. During the term of this Agreement, Bruce Baker shall provide
advise to, undertake for and consult with the Company concerning:
(a) the implementation of short range and long term
strategic planning to facilitate mergers and acquisitions; and
(b) assist Global in evaluating various telecommunications
carriers to facilitate the provisioning of long distance traffic.
3. Term. The term of this Consulting Agreement shall be for a one year
period commencing on the date hereof.
4. Compensation. As compensation for its services hereunder, Bruce Baker
shall be issued 250,000 shares of Common Stock (the "Shares") of Global
TeleMedia International, Inc. Investment restrictions shall be noted against
the Shares.
5. Expenses. Bruce Baker shall be entitled to reimbursement by Global of
such reasonable out-of-pocket expenses as Bruce Baker may incur in performing
services under this Consulting Agreement. Any expenses shall be approved in
advance with Global.
6. Registration. Global agrees to provide Bruce Baker with registration
rights at Global's cost and expense and include the Shares in a registration
statement to be filed by Global with the Securities and Exchange Commission
within the proximate future.
7. Confidentiality. Bruce Baker will not disclose to any other person,
firm or corporation, nor use for its own benefit, during or after the term of
this Consulting Agreement, any trade secrets or other information designated
as confidential by Global which is acquired by Bruce Baker in the course of
its performing services hereunder. (A trade secret is information not generally
known to the trade which gives Global an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing or pendency of
patent applications.)
8. Independent Contractor. Bruce Baker and Global hereby acknowledge that
Bruce Baker is an independent contractor. Bruce Baker shall not hold itself
out as, nor shall it take any action from which others might infer, that it
is a partner of, agent of or a joint venturer of Global.
9. Miscellaneous. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Consulting Agreement cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed by
all parties. This Consulting Agreement shall be governed by the laws of the
State of Florida. In the event of any dispute as to the terms of this
Consulting Agreement, the prevailing party in any litigation shall be entitled
to reasonable attorneys' fees.
Please confirm that the foregoing correctly sets forth our understanding
by signing the enclosed copy of this letter where provided and returning it to
us at your earliest convenience.
Very truly yours,
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By:
Roderick A. McClain
President and Chief Executive Officer
ACCEPTED AND AGREED TO as
of the 13th day of March, 1996.
Bruce Baker
By:
Name:
Title:
<PAGE>
EXHIBIT 4(c)
Agreement between Jim Devaney and
the Company dated January 3, 1996.
<PAGE>
GLOBAL TELEMEDIA
INTERNATIONAL., INC
January 3, 1996
Mr. Jim Devaney
3390 Peachtree Road N.E.
Atlanta, Georgia 30338
Re: Consulting Agreement
Dear Devaney:
Formalizing our earlier discussions, this is to acknowledge and confirm the
terms of our Management Consulting Agreement ("Consulting Agreement") as
follows:
1. Appointment of Jim Devaney. Global TeleMedia International, Inc.
("Global") hereby engages Jim Devaney and Jim Devaney ("Devaney") hereby
agrees to render services to Global as an advisor.
2. Duties. During the term of this Agreement, Devaney shall provide
advise to, undertake for and consult with the Company concerning real estate
acquisitions on behalf of the Company. Devaney has been made aware of GTMI's
present financial situation and understands that these efforts which are
beyond the scope of his normal duties and compensation with Brannen Goddard
could result in the selection and negotiation of the "perfect property" with
closing impossible due to creditworthiness. Devaney acknowledges that this is
a high risk proposition. In this event, Devaney agrees that no compensation
beyond that oulined in Paragrah 4 is due and forthcoming.
3. Term. The term of this Consulting Agreement shall be through the
calendar year 1996 and may be terminated by the Company with no written notice
to Jim Devaney.
4. Compensation. Devaney shall receive 30,000 shares of the Common Stock
of GTMI within fifteen (15) days of execution of this agreement.
5. Expenses. Devaney shall be entitled to reimbursement by Global of such
reasonable out-of-pocket expenses as Jim Devaney may incur in performing
services under this Consulting Agreement. Any expenses shall be approved in
advance with Global.
6. Confidentiality. Devaney will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by Global which is acquired by Devaney in the course of its
performing services hereunder. (A trade secret is information not generally
known to the trade which gives Global an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing or pendency of
patent applications.)
7. Independent Contractor. Devaney and Global hereby acknowledge that
Devaney is an independent contractor. Devaney shall not hold itself out as, nor
shall it take any action from which others might infer, that it is a partner
of, agent of or a joint venturer of Global.
8. Miscellaneous. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Consulting Agreement cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed by
all parties. This Consulting Agreement shall be governed by the laws of the
State of Georgia. In the event of any dispute as to the terms of this
Consulting Agreement, the prevailing party in any litigation shall be entitled
to reasonable attorneys' fees.
Please confirm that the foregoing correctly sets forth our understanding by
signing the enclosed copy of this letter where provided and returning it to us
at your earliest convenience.
Very truly yours,
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By:
Roderick A. McClain
President and Chief Executive Officer
ACCEPTED AND AGREED TO as
of the ____ day of __________, 1995.
By:
Jim Devaney
<PAGE>
EXHIBIT 4(d)
Agreement between Joe Nolan and
the Company dated January 16, 1996.
<PAGE>
GLOBAL TELEMEDIA
INTERNATIONAL., INC
January 16, 1996
Mr. Joe Nolan
280 Longview Lane
Kennett Square, Pennsylvania 19348
Re: Consulting Agreement
Dear Mr. Nolan:
Formalizing our earlier discussions, this is to acknowledge and confirm the
terms of our Management Consulting Agreement ("Consulting Agreement") as
follows:
1. Appointment of Joe Nolan. Global TeleMedia International, Inc.
("Global") hereby engages Joe Nolan and Joe Nolan hereby agrees to render
services to Global as a management consultant, strategic planner and advisor.
2. Duties. During the term of this Agreement, Joe Nolan shall provide
advise to, undertake for and consult with the Company concerning the stock
valuation, tax matters and any other areas deemed appropriate and necessary by
the Company. Nolan shall deliver his reports and findings to the Company no
later than May 1, 1996. Nolan further acknowledges that he is dependent upon
information provided to him by GTMI.
3. Term. The term of this Consulting Agreement shall be for a one year
period commencing on the date hereof.
4. Compensation. As compensation for its services hereunder, Nolan shall
be issued 25,000 shares of Common Stock (the "Shares") of Global TeleMedia
International, Inc. Investment restrictions shall be noted against the Shares.
5. Expenses. Nolan shall be entitled to reimbursement by Global of such
reasonable out-of-pocket expenses as Nolan may incur in performing services
under this Consulting Agreement. Any expenses shall be approved in advance
with Global.
6. Registration. Global agrees to provide Nolan with registration rights
at Global's cost and expense and include the Shares in a registration statement
to be filed by Global with the Securities and Exchange Commission within the
proximate future.
7. Confidentiality. Nolan will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by Global which is acquired by Nolan in the course of its
performing services hereunder. (A trade secret is information not generally
known to the trade which gives Global an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing or pendency of
patent applications).
8. Independent Contractor. Nolan and Global hereby acknowledge that Nolan
is an independent contractor. Nolan shall not hold itself out as, nor shall
it take any action from which others might infer, that it is a partner of,
agent of or a joint venturer of Global.
9. Miscellaneous. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Consulting Agreement cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed by
all parties. This Consulting Agreement shall be governed by the laws of the
State of Florida. In the event of any dispute as to the terms of this
Consulting Agreement, the prevailing party in any litigation shall be entitled
to reasonable attorneys' fees.
Please confirm that the foregoing correctly sets forth our understanding
by signing the enclosed copy of this letter where provided and returning it to
us at your earliest convenience.
Very truly yours,
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By:
Roderick A. McClain
President and Chief Executive Officer
ACCEPTED AND AGREED TO as
of the 16th day of January, 1996.
By:
Joe Nolan
<PAGE>
EXHIBIT 4(e)
Agreement between Alphatronix, Inc. and
the Company dated January 11, 1996.
<PAGE>
GLOBAL TELEMEDIA
INTERNATIONAL., INC
January 11, 1996
Alphatronix, Inc.
75-2603552
1511 Preston Road
Suite 107-203
Dallas, Texas 75240
Re: Client Services and Consulting Agreement
Gentlemen:
Formalizing our earlier discussions, this is to acknowledge and confirm the
terms of our consulting agreement as follows:
1. Appointment of Alphatronix. Global TeleMedia International, Inc.
(The "Company") hereby engages Alphatronix, Inc. ("Alpha") and Alpha hereby
agrees to render services to the Company as a financial public relations
investor.
2. Duties of Alpha
(A) Alpha shall act, generally, as financial public relations
counsel, essentially acting (i) as liaison between the Company and its
stockholders, (ii) as advisor to the Company with respect to existing and
potential market makers, broker-dealers, underwriters and investors as well
as being the liaison between the Company and such persons, and (iii) as
advisor to the Company with respect to communications and information (e.g.,
interviews, press releases, stockholder reports, etc.) as well as planning,
designing, developing, organizing, writing and distributing such communications
and information.
(B) Alpha shall also assist in establishing and advising the Company
with respect to: stockholder meetings, interviews of Company officers by the
financial media; and interviews of Company officers by analysts, market makers,
broker-dealers and other members of the financial community.
(C) Alpha shall seek to make the Company, its management, its products
and services, and its financial situation and prospects, known to the financial
press and publications, broker-dealers, mutual funds, institutional investors,
market makers, analysts, investment advisors and other members of the financial
community as well as the financial media and the public generally.
(D) By of specific services, Alpha will:
(I) Review and analyze all aspects of the Company's goals and
make recommendations on feasibility and achievement of desired goals;
(ii) Review all of the general information and recent filings
from the Company and oversee production of a corporate profile in brokerage
style format to be approved by the Company prior to circulation;
(iii) Coordinate the necessary due diligence and obtain the
required approvals necessary for those firms to participate. Alpha will also
nterview and make determinations on any firms or brokers referred to it by the
Company with regard to their participation;
(iv) Oversee the writing, designing and distribution of select
broker mailings;
(v) Recommend all mediums best suited to best present the Company
to the financial community and general public, including radio, television and
print media; and
(vi) Assist the Company in the introduction and negotiations
pertaining to any capital, debt or equity the Company may require. Such
arrangement will be under separate agreement and for separate compensation.
3. Duties of the Company
(a) The Company shall supply Alpha, on a regular and timely
basis, with all approved data and information about the Company, its management,
its products and its operations, and the Company shall be responsible for
advising Alpha of any facts which would affect the accuracy of any prior data
and information previously supplied to Alpha so that Alpha may take correctiv
action.
(B) The Company shall promptly supply Alpha with: full and complete
copies of all filings with all federal and state securities agencies; full and
complete copies of all stockholder reports and communications, whether or not
prepared with Alpha's assistance; all data and information supplied to any
analyst, broker-dealer, market maker or other member of the financial
community; and all roducts/services brochures, sales materials, etc.
(C) The Company shall promptly notify Alpha of the filing of any
registration statement for the sale of securities and of any other event which
imposes any restrictions on publicity.
(D) The company shall contemporaneously notify Alpha if any
information or data being supplied to Alpha has not been generally released or
promulgated.
4. Term. The term of this Consulting Agreement shallbe for a twelve
(12) month period commencing on the date hereof,and Alpha agrees for a period
of at least four (4) months from the date hereof to commit a predominant
amount of its time and that of its sole stockholder to the affairs of the
Company as contemplated hereby.
5. Compensation. As compensation for its services hereunder,Alpha
shall receive 100,000 shares of Common Stock (the "Shares) of the Company.
Investment restrictions shall be noted against the Shares.
6. Expenses. Alpha shall be entitled to reimbursement bythe Company of
such reasonable out-of-pocket expenses as Alpha may incur in performing services
under this Consulting Agreement. Any expenses shall be approved in advance
with the Company.
7. Registration. The Company agrees to provide Alpha with registration
rights at the Company's cost and expense and include the Shares in a
registration statement to be filed by the Company with the Securities and
Exchange Commission within the proximate future.
8. Confidentiality. Alpha will not disclose to any other person,
firm or corporation, nor use for its own benefit, during or after the term of
this Consulting Agreement, any trade secrets or other information designated
as confidential by the Company which is acquired by Alpha in the course of
performing its services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing or pendency of
patent applications.) Any financial advise rendered by Alpha pursuant to this
Consulting Agreement may not be disclosed publicly in any manner without prior
written approval of the Company.
9. Indemnification. The Company agrees to indemnify and hold Alpha
harmless from and against all losses, claims, damages, liabilities, costs or
expenses (including reasonable attorneys' fees [collectively the
"Liabilities"]) joint and several, arising out of the performance of this
Agreement, whether or not Alpha is a party to such dispute. This indemnity
shall not apply, however, and Alpha shall indemnify and hold the Company, its
affiliates, control persons, officers, directors, employees and agents harmless
from and against all liabilities (i) arising in connection with any action,
claim or judgment made or assessed against, Alpha, or any officer, director,
shareholder, affiliate, employee or agent of Alpha, by any state or federal
securities commission or authority (including, without limitation, the
Securities and Exchange Commission and the National Association of Securities
Dealers) with respect to the issuance or exercise of the issuance, transfer
or registration of the Shares, or (ii) where a court of competent jurisdiction
has made a final determination that Alpha has engaged in gross recklessness and
willful misconduct in the performance of its services hereunder which gave rise
to the losses, claim, damage, liability, cost or expense sought to be recovered
hereunder (but pending any such final determination, the indemnification and
reimbursement provisions of this Consulting Agreement shall apply, and the
Company shall perform its obligations hereunder to reimburse Alpha for its
expenses.) The provisions of this Paragraph nine (9) shall survive the
termination and expiration of this Consulting Agreement.
10. Independent Contractor. Alpha and the Company hereby acknowledge
that Alpha is an independent contractor. Alpha shall not hold itself out as,
nor shall it take any action from which others might infer, that it is a
partner of, agent of or a joint venturer of the Company.
11. Miscellaneous. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Consulting Agreement cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed by
all parties. This Consulting Agreement shall be governed by the laws of the
State of Florida. In the event of any dispute as to the terms of this Consulting
Agreement, the prevailing party in any litigation shall be entitled to
reasonable attorneys' fees.
Please confirm that the foregoing correctly sets forth our understanding by
signing the enclosed copy of this letter where provided and returning it to us
at your earliest convenience.
Very truly yours,
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By:
Roderick A. McClain
President and Chief Executive Officer
ACCEPTED AND AGREED TO as
of the 11th day of January, 1996.
Alphatronix, Inc.
Name:
Title
<PAGE>
EXHIBIT 4(f)
Agreement between James Connell and
the Company dated January 29, 1996.
<PAGE>
FINANCIAL PUBLIC RELATIONS AGREEMENT
This Financial Consulting Agreement (this "Agreement') is made and entered
into effective the 29th day of January, 1996, between Global TeleMedia
International, Inc., a Florida corporation (the 'Company') having offices at
1121 Alderman Drive, Suite 200, Alpharetta, Georgia 30202, and James T. Connell
('Consultant'), having offices at 76 McIntosh Drive, Portsmouth, Rhode Island,
based on the following:
Premises
A. The Company is a publicly-held corporation with its securities currently
traded on the OTCBulletin Board market. The Company is seeking to expand its
investor base and the number of market professionals who are aware of the
Company's activities.
B. Consultant is established in the securities industry and has experience
in providing advice and support for publicly-held companies.
C. The Company desires to retain the services of Consultant, and Consultant
desires to offer such services, on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, based on the foregoing premises and in consideration of
the mutual covenants of the parties and the benefits to be derived therefrom,
it is hereby agreed as follows:
Agreement
1. Engagement of Consultant. The Company hereby engages Consultant to
provide services to the Company under the terms of this Agreement, including,
but not limited to, the analysis of the business and proposed business of the
Company by equity participants; the presentation of the Company to market
professionals, including broker-dealers, mutual funds and other institutional
investors; providing the Company advice concerning shareholder relations and
the preparation and dissemination of information to the Company's shareholders;
assisting in long-term financial planning, including borrowings, equity
financing and other opportunities; providing advice concerning the existing
and future capital structure of the Company; and providing other financial
ssistance to the extent required by the Company. Notwithstanding the foregoing,
Consultant shall not act as an agent of the Company and shall not contact the
holders of the securities of the Company in connection with the exercise or
conversion of currently issued and outstanding warrants, options or
convertible securities.
2. Marketing. Global TeleMedia International Inc. shall furnish to
Consultant disclosure and filing materials financial statements business
plans, promotional materials, annual reports and press releases. In addition,
Company agrees to distribute due diligence packages in ample quantities to
potential investors as well to the brokerage community. Consultant may rely
on, and the assume the accuracy of the due diligence package and/or research
reports. Consultant may disseminate through the use of media and advertisement
the contents of the due diligence package and any research reports in order to
attract potential investors as well as the brokerage community. Company
acknowledges that Consultant is engaged in other business activities and will
continue such activities during the term of this Agreement. Consultant shall
not be restricted from engaging in other business activities during the term
of this Agreement.
3. Compensation to Consultant. Commensurate with the execution of this
Agreement, the Consultant is to receive 200,000 common shares of GTMI
4. Term. This Agreement shall commence on the date hereof and wil
terminate on the earliest of the following:
a. One year from the date of this Agreement.
b. This Agreement can be renewed after one year and extended for a
mutually agreed upon period of time.
c. Upon termination for cause by Company upon 30 days written
notice. Cause be determined solely as to the following: violation of any rule
or regulation of any regulatory agency; any other neglect, act or omission
detrimental to the conduct of Company business, material breach of the Agreement
or any unauthorized disclosure of any of the secrets or confidential information
of Company; dishonesty related to independent contractor status.
5. Confidentiality. Consultant acknowledges that it may be
confidential and proprietary information of the Company in connection with the
services provided under the terms of this Agreement The Consultant agrees to
keep all such information confederation and to take prudent steps to assure
that its officers, directors, and emplyees maintain the confidentiality of
such information, including obtaining agreements similar to the provisions of
this paragraph from such offices, directors, and employees, and to not use
such confidential information, except for the direct benefit of the Company.
Consultant shall not disclose such confidential information and shall take
reasonable steps to prevent the disclosure by its officer, directors, and
employees, without the prior written consent of the Company.
6. Reimbursement of Cost. Consultant shall be reimbursed by the
Company for all reasonable and necessary out-of-pocket third-party expenses
incurred by Consultant in connection with the performance of its obligations
under the terms of this Agreement. All third-party expenses are to be mutually
agreed upon in advance.
7. Independent Consultant. The Company and Consultant hereby
acknowledge that Consultant is an independent contractor. Consultant t shall
not hold itself out as, nor shall it take any action from which others might
infer that it is, a partner or agent of or a joint venture with the Company.
Consultant shall have no authority to act on behalf of or bind the Company and
shall take no action which purports to bind the Company.
8. Entire Agreement. This Agreement is and shall be considered to be
the only agreement or understanding between the parties hereto with respect to
the engagement of Consultant by the Company. All negotiations, commitments and
understandings acceptable to both parties have been incorporated herein. No let
er, telegram or communication passing between the parties hereto covering any
matter during this contact period, or any plans or periods thereafter, shall
be deemed as part of this Agreement; and shall not have the effect of modifying
or adding to this Agreement unless it is distinctly stated is such letter,
telegram or communication that it is to constitute a part of this Agreement and
is to be attached as an amendment to this Agreement and is signed by the
parties to this Agreement.
9. Govering Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the state of Georgia.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Global TeleMedia International, Inc.
Date
Roderick A. McClain
and Chief Executive Officer
<PAGE>
EXHIBIT 4(g)
Agreement between I.W.Miller and
the Company dated January 29, 1996.
<PAGE>
FINANCIAL PUBLIC RELATIONS AGREEMENT
This Financial Consulting Agreement (this "Agreement") is made and entered
into effective the 29th day of January, 1996, between Global TeleMedia
International, Inc., a Florida corporation (the "Company"), having offices at
1121 Alderman Dr., Suite 200, Alpharetta, Georgia 30202 and I.W. Mfler & Co.,
Inc., a Nevada corporation C'Consultant"), having offices at 49 San Marino,
Irvine, CA 92714, based on the following:
Premises
A. The Company is a pubficly-held corporation with its securities
currently traded on the OTC Bulletin Board market. The Company is seeldng to
expand its investor base and the number of market professionals who are aware
of the Company's activities.
B. Consultant is i established in the securities industry and has
experience in providing advice and support for pubficly-held companies.
C. The Company desires to retain the services of Consultant, and Consultant
desires to offer such services, on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, based on the foregoing premises and in consideration of the
mutual covenants of the parties and the benefits to be derived therefrom, it is
hereby agreed as follows:
Agreement
1. Engagement of Consultant. The Company hereby engages Consultant to
provide services to the Company under the terms of this Agreement, including,
but not limited to, the analysis of the business and proposed business of the
Company by equity participants; the presentation of the Company to market
professionals, including brokerdealers, mutual funds, and other institutional
investors; providing the Company advice concerning shareholder relations and
the preparation and dissemination of information to the Company's shareholders;
assisting in long-term financial planning, including borrowings, equity
financing and other opportunities; providing advice concerning the existing and
future capital structure of the Company; and providing other financial
assistance to the extent required by the Company. Notwithstanding the
foregoing, Consultant shall not act as an agent of the Company and shall not
contact the holders of the securities of the Company in connection with the
exercise or conversion of currently issued and outstanding warrants, options,
or convertible securities.
2. marketing. Global TeleMedia international Inc. shall furnish to
Consultant disclosure and filing materials, financial statements, business
plans, promotional materials, annual reports and press releases. In addition,
Company agrees to distribute due diligence packages in ample quantities to
potential investors as well to the brokerage community. Consultant may rely
on, and assume the accuracy of the due diligence package and/or research
reports. Consultant may disseminate through the use of media and advertisement
the contents of the due diligence package and any research reports in order to
attract potential investors as well as the brokerage community. Company
acknowledges that Consultant is engaged in other business activities and will
continue such activities during the term of this Agreement. Consultant shall
not be restricted from engaging in other business activities during the term
of this Agreement.
3. Compensation to Consultant. Commensurate with the execution of this
Agreement, the Consultant is to receive 200,000 common shares of GTMI.
4. Term. This Agreement shall commence on the date hereof and will
terminate on the earliest of the following:
a. One year from the date of this Agreement.
b. This Agreement can be renewed after one year and extended for
a mutually agreed upon period of time.
c. Upon termination for cause by Company upon 30 days written
notice. Cause shall be determined solely as to the following: violation of
any rule or regulation of any regulatory agency; any other neglect, act or
omission detrimental to the conduct of Company business; material breach of
the Agreement or any unauthorized disclosure of any of the secrets or
confidential information of Company; dishonesty related to independent
contractor status.
5. Confidentiality. Consultant acknowledges that it may receive
confidential and proprietary information of the Company in connection with the
services provided under the terms of this Agreement. The Consultant agrees to
keep all such information confidential and to take prudent steps to assure that
its officers, directors, and employees maintain the confidentiality of such
information, including obtaining agreements similar to the provisions of this
paragraph from such officers, directors, and employees, and to not use such
confidential information, except for the direct benefit of the Company.
Consultant shall not disclose such confidential information and shall take
reasonable steps to prevent the disclosure by its officer, directors, and
employees, without the prior written consent of the Company.
6. Reimbursement of Costs. Consultant shall be reimbursed by the Company
for all reasonable and necessary out-of-pocket third-party expenses incurred by
Consultant in connection with the performance of its obligations under the
terms of this Agreement. AU third-party expenses are to be mutually agreed
upon in advance.
7. Independent Consultant. The Company and Consultant hereby acknowledge
that Consultant is an independent contractor. Consultant shall not hold
itself out as, nor shall it take any action from which others might infer that
it is, a partner or agent of or a joint venturer with the Company. Consultant
shall have no authority to act on behalf of or bind the Company and shall take
no action which purports to bind the Company.
8. Entire Agreement. This Agreement is and shall be considered to be the
only agreement or understanding between the parties hereto with respect to the
engagement of Consultant by the Company. AU negotiations, commitments, and
understandings acceptable to both parties have been incorporated herein. No
letter, telegram, or communication passing between the parties hereto covering
any matter during this contract period, or any plans or periods thereafter,
shall be deemed as part of this Agreement; and shall not have the effect of
modifying or adding to this Agreement unless it is distinctly stated is such
letter, telegram or communication that it is to constitute a part of this
Agreement and is to be attached as an amendment to this Agreement and is signed
by the parties to this Agreement.
9. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the state of Georgia.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Global TeleMedia International, Inc.
Date
McClain
President and Chief Executive Officer
I.W. Miller & Co., Inc.
I.W. Miller, President
Date
<PAGE>
EXHIBIT 4(h)
Agreement between F.P.I., Inc. and
the Company dated April 24, 1996.
<PAGE>
This Agreement is entered into effective as of April 24, 1996, by and
between GLOBAL TELEMEDIA INTERNATIONAL, INC., a Florida
corporation, with offices at 1121 Alderman Drive, Alpharetta, Georgia
30202 (the"'Company"), and F.P.I., Inc., an Illinois corporation, with
offices at 1176 Oxford Court, Highland Park, Illinois 60035 ("FPI").
RECITALS:
WHEREAS,. the Company is a publicly-owned corporation with its
common stock currently being traded on the NASDAQ OTC Stock Market
under the symbol "GTMI; and
WHEREAS, the Company desires to the services of FPI for purposes of
providing assistance and advice to the Company in the areas of public,
stockholder and stock broker relations and communications, and
WHEREAS, FPI desires to provide such services to the Company in
exchange for shares of the Company's common stock and a warrant to
purchase additional shares of such stock,
NOW, THEREFORE, in consideration of the foregoing premises, and
for other good and valuable consideration, the parties agree as follows:
I. Engagement; Services. The Company hereby engages the services of
FPI and FPI hereby accepts such engagement upon the terms and conditions
of this Agreement. FPI will provide assistance and advice to the Company
with respect to public, stockholder and stock broker relations and
ommunications, including, without limitation, if requested by the Company:
a. Preparation of "shareholder kits;"
b. Assisting in the design of the Company's annual reports;
c. Assisting in the organization of and participation in, various
meetings to publicize the Company within the financial community, including
broker meetings, investment banking meetings, exchange meetings, etc.; and
d. Otherwise assisting the Company in its relations and
communications with the public, stockholders, and the financial (stock
brokerage) community.
2. Payment
a. In consideration of the services rendered by FPI under this
agreement, the Company shall issue and deliver to FPI (i) upon execution
of this agreement, a to warrant to purchase 250,000 shares of the common
stock of the Company (the "FPI Warrant"), and (ii) upon the effectiveness
of the registration statement referred to in Section 2(b) hereof 250,000
shares of the Company's common stock-The shares of common stock of
the Company when issued to FPI to the exercise of the FPI Warrant and
pursuant to subparagraph 2(a)(ii) above, will be validly issued, fully paid
and nonassessable. The FPI Warrant shall be substantially in the form of
Exhibit I attached hereto.
b. The Company will file with the Securities and Exchange
Commission on or before the 21st day after the date of this Agreement, and
secure effectiveness of a registration statement on Form S-8 which shall
include the shares of the common stock of the Company which are issuable
pursuant to the exercise of the FPI Warrant and which are to be issued to FPI
pursuant to subparagraph 2(a)(ii) hereof and shall file such aforesaid
amendments and amended and supplemented prospectuses to or with the aforesaid
registration statement from time to time so that the latest available prospectus
will continue to meet the requirements of Section 10 of the Securities Act to
the end of the period during which the FPI Warrant may be exercised.
3. Term, Termination. The term of this eat shall be for a period of one
year from the date hereof
4. Disclosures. The officers and directors of the Company shall retain
the exclusive right and responsibility to approve all written or media
communications or disclosures regarding the Company prior to their
dissemination by FPl. FPI shall make no disclosures, verbal or written
representations regarding the Company's affairs, business, management,
financial condition or otherwise, unless such disclosure is either:
(a) contained in a form report or registration statement duly filed
by the Company with the Securities and Exchange Commission (the "Commission");
(b) contained in a public press release duly authorized by an officer
or director of the Company; or
(c) contained in a letter, memorandum or other written communication
between the Company and its stockholders or PI which includes authorization
for dissemination. The Company agrees to keep FPI informed of all reportable
events and developments affecting the Company and to promptly provide
copies of all public filings made by the Company with the Commission.
Notwithstanding the foregoing, FPI shall not be deemed to be responsible to
make any disclosures on behalf of the Company and shall be under no obligation
to disseminate any information regarding the Company unless agreed to by the
Company and FPI.
5. Representations and Warranties.
a. The Company hereby represents and warrants to FPI that it
is a duly organized and validly existing corporation under the laws of the State
of Florida, with full power and authority to carry out the provisions of this
Agreement, and that the actions to be performed by it under this Agreement
have been duly authorized by all necessary corporate action on the part of
the Company.
b. FPI hereby represents and warrants to the Company that it
is a duly organized and validly existing corporation organized under the laws
of the State of Illinois, with full power and authority to carry out the
provisions of this Agreement, and that the actions to be performed by it
under this Agreement have been duly authorized by all necessary corporate action
on the part of FPI.
6. Indemnification The Company agrees to indemnify, defend and
hold harmless FPI each officer and director of FPI and each person, if any,
who controls FPI from and against any and all loss, liability, claim,
damage and expense whatsoever (including, but not limited to, (i) all sums
paid in settlement of litigation or threatened litigation effected with
the written consent of the Company and (ii) all expenses, including attorneys'
fees, and court costs reasonably incurred in investigating claims and
defending or preparing to defend against litigation or threatened
litigation) arising out, of or based upon actions of the Company done
pursuant to the advice of FPI pursuant to this Agreement; provided, however,
that the Company shall not be required to so indemnify, defend, or hold harmless
any persons whose own actions or conduct caused or contributed to such
loss, liability, claim, damage, or expense in violation of the terms of this
Agreement, or otherwise without the direction or consent of the Company.
7. Relationship of the Parties. Neither the execution and delivery
of this Agreement nor the performance by either party of any provision hereof
shall constitute or be deemed or construed to constitute either of the parties
hereto a partner, joint venturer, agent or employee of the other. Neither party
shall have the right to bind orobligate the other to any debts, liabilities or
obligations.
8. Securities Representations. FPI hereby represents that it is an
"accredited investor" as such term is defined in Rule 501 of Regulation D
promulgated under the Securities Act of 1933, as amended. FPI further
represents that it is acquiring the warrants solely for its own account,
investment and risk, and not with a view to distribution, and that no
other person has any interest in or participation in the warrants of any
right, option, security interest, pledge or other interest. FPI acknowledges
that it has been furnished with or has acquired a copy of the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1995,
that it has carefully reviewed and understands such document, and that it
has been afforded the opportunity to ask questions of and receive answers
from duly authorized officers or other representatives of the Company
concerning the Company and an investment therein. FPI acknowledges
that it is a sophisticated investor with substantive knowledge of the Company.
9. Binding Effect. This Agreement shall inure to the benefit of
and shall be binding upon the parties hereto and their respective legal
representatives, successors and assigns.
10. Governing Law. The validity, interpretation and performance of
this Agreement shall be controlled by and under the laws of the State of
Illinois. The parties hereto hereby consent to the jurisdiction of the Illinois
courts in the event any dispute arises in conjunction herewith.
11. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto and supersedes any prior or concurrent written or
oral agreement between said parties concerning the subject matter contained
herein. There are no representations, agreements, arrangements or
understandings, oral or written, between or among the parties hereto
relating to the subject matter contained in this Agreement which have not
been fully expressed herein.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date set forth above by the hands of their duly authorized officers.
GLOBAL TELEEDIA INTERNATIONAL, INC.
By:____________________________ Title:______________________
F.P.I., INC.
By:____________________________ Title:______________________
<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 OR
ANY APPLICABLE STATE STATUTES. SUCH SECURITIES MAY
NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF WITHOUT EITHER AN EFFECTIVE
REGISTRATION STATEMENT RELATING TO SUCH DISPOSITION
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT THE SECURITIES MAY BE SO DISPOSED OF WITHOUT BEING
REGISTERED. WARRANT TO PURCHASE 250,000 SHARES OF
COMMON STOCK OF GLOBAL TELEMEDIA INTERNATIONAL, INC.
Dated April 26, 1996
GLOBAL TELEMEDIA INTERNATIONAL, INC., a Florida corporation,
with offices at 1121 Alderman Drive, Suite 200, Alpharetta, Georgia 30202
(the "Company"), hereby certifies that, for value received and subject to the
provisions hereinafter set forth, F.P.I., Inc. (the "Warrant Holder") is
entitled to purchase from the Company two hundred fifty thousand (250,000)
shares of the Company's common stock, par value $0.04 per share (the
"Common Stock"), at a price of one dollar ($1.00) per share (the
"Exercise Price"), exerciseable commencing on the date hereof
(the "Commencement Date") and terminating 5:00 P.M., Georgia time,
on the one year anniversary of the Commencement Date. The shares of
Common Stock deliverable upon exercise of this Warrant, as adjusted
from time to time, are hereinafter sometimes referred to as the "Warrant
Shares".
1. Exercise. This Warrant may be exercised, in whole or in part, only
by the Warrant Holder by presentation and surrender of this Warrant to
the Company at its principal office with the subscription form attached
hereto duly executed and accompanied by payment of the Exercise Price
for the number of Warrant Shares specified in such form. If this Warrant
shall be exercised only in part, then the Company, upon surrender of this
Warrant for cancellation, shall deliver a new Warrant evidencing the rights
of the Warrant Holder to purchase the balance of the Warrant Shares to which
the Warrant Holder is entitled. The Company shall not be required to issue
any fraction of a share upon the exercise of this Warrant. If any fractional
interest in a share shall be deliverable upon the exercise of this Warrant,
then the Company shall make an adjustment therefor in cash equal to such
fraction multiplied by the fair market value of the Common Stock as
determined by the Company's Board of Directors.
2. Title. This Warrant may not be sold, transferred or hypothecated,
and title to this Warrant and all rights hereunder are not transferable.
3. Covenants. The above provisions are subject to the following:
a. Any certificate(s) for Warrant Shares issued upon the exercise
of this Warrant shall bear the following legend:
"The securities represented by this certificate have been acquired for
investment and have not been registered pursuant to the Securities Act
of 1933, as amended, or any applicable state statutes. Such shares may not
be sold, transferred, pledged, hypothecated, or otherwise disposed of without
either an effective registration statement relating to such disposition or any
opinion of counsel satisfactory to the Company that the securities may be so
disposed of without being registered."
b. The Company covenants and agrees that all Warrant Shares which
may be issued upon the exercise of this Warrant, upon issuance, shall be fully
paid and non-assessable and free from all taxes, liens and charges with
respect to the issue thereof, without limiting the generality of the foregoing,
the company covenants and agrees that, from time to time, it will take any such
action as may be required to assure that the par value per share of the Common
Stock is at all times equal to or less than the then effective purchase price
per share of the Common Stock issuable pursuant to this Warrant.The Company
further covenants and agrees that during the period within which this Warrant
may be exercised, the Company shall at all times have authorized and reserved
for issuance a sufficient number of shares of its Common Stock as shall be
required for issuance and delivery upon exercise of this Warrant.
c. If, at any time prior to the expiration date of this Warrant and prior
to the exercise hereof, the Company shall (I) declare or pay to the holders
of Common Stock a dividend payable in any kind of shares of stock of the
Company; (ii) change, divide, or otherwise reclassify the Common Stock
into the same or a different number of shares with or without par value,
or into shares of any class or classes; (iii) consolidate or merge with, or
transfer its property as an entirety or substantially as an entirety to, any
other corporation; or (iv) make any distribution of its assets to holders of its
Common Stock as a liquidation or partial liquidation dividend or by way
of return of capital, then, upon subsequent exercise of this Warrant, the
Warrant Holder shall receive, in addition to or in substitution for the shares
of Common Stock to which he would otherwise be entitled upon such
exercise, such additional (or lesser) shares of stock or script of the
company, or such reclassified shares of stock of the company, or such shares
of the securities or property of the Company resulting from such consolidation,
merger, or transfer, or such assets of the Company, which he would have been
entitled to receive had he exercised this Warrant prior to the happening of
any of the foregoing events. Nothing contained herein shall require the
Company to segregate or otherwise set aside any particular asset for possible
distribution to the Warrant Holder upon exercise of this Warrant subsequent
to a liquidation, partial or otherwise.
d. The company agrees that during the period ending 21 days after the
Commencement Date, it shall file, at its own expense, a Registration
Statement on Form S-8 covering the Warrant Shares. The Company shall
promptly give the Holder written notification of the effectiveness of such
Registration Statement under the Securities Act.
4. Securities Laws. In connection with the issuance to the Warrant Holder
of this Warrant, the Warrant Holder agrees to execute an investment letter in
such form as reasonably requested by the Company and its counsel and as
may be required to comply with federal and applicable state securities
laws. Upon any issuance of shares of Common Stock upon exercise of
this Warrant, it shall be the Company's responsibility to comply with the
requirements of (a) the Securities Act of 1933, as amended; (b) the
Securities Act of 1934, as amended; (c) any applicable listing requirements
of any national securities exchange; (d) any state securities regulation or
"Blue Sky" laws; and (e) requirements under any other law or regulation
applicable to the issuance or transfer of such shares. In connection with each
issuance of shares of Common Stock upon exercise of this Warrant, the Warrant
Holder shall give, if required by the Company, (i) assurances in writing,
satisfactory to the Company, that such shares are not being purchased with a
view to the distribution thereof in violation of applicable laws; (ii)
sufficient information, in writing, to enable the Company to rely on exemptions
from the registration or qualification requirements of applicable laws, if
available, with respect to such exercise; and (iii) its cooperation to
the Company in connection with such compliance.
5. Subscription. The Warrant Holder shall not be entitled, by virtue
hereof, to any rights of a shareholder in the Company, either at law or in
equity, and the rights of the Warrant Holder are limited to those expressed
in this Warrant and are not enforceable against the Company, except to the
extent set forth herein.
6. Survival. The various rights and obligations of the Warrant Holder
and the company, as set forth in Sections 3 and 4 hereof, shall survive the
exercise of this Warrant, and upon the exercise and surrender of this
Warrant, the Company, if requested, shall deliver to the Warrant Holder its
written acknowledgment of its continuing obligations under said Sections.
7. Notice. All notices required by this Warrant to be given to or made
by the Company shall be given or made by certified mail, return receipt
requested, addressed to the Warrant Holder or the Company at his or its
respective address as set forth above.
8. Loss or Destruction. Upon receipt of evidence satisfactory to
the Company of the loss, theft, destruction, upon delivery of an indemnity
agreement satisfactory in form and amount to the Company or, in the case
of any such mutilation, upon surrender and cancellation of this Warrant, the
Company, at its expense, will execute and deliver, in lieu thereof, a new
Warrant of like tenor.
9. Amendment: Waiver of Provisions. This Warrant may not be amended
by or _____ compliance with any provision hereof waived except pursuant
to a written instrument signed by the parties hereto.
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By: ___________________________________
Rod McClain, Chief Executive Officer
<PAGE>
EXHIBIT 4(i)
Agreement between Southstar Financial Services, Inc. and
the Company dated April 11, 1996.
<PAGE>
GLOBAL TELEMEDIA
INTERNATIONAL, INC.
April 11, 1996
Southstar Financial Services, Inc.
6960 Hunters Branch Close
Atlanta, Georgia 30328
Re: Consulting Agreement
Dear Gentlemen:
Formalizing our earlier discussions, this is to acknowledge and confirm
the terms of our Management Consulting Agreement ("Consulting Agreement")
as follows:
1. Appointment of Southstar Financial Services, Inc. Global
TeleMedia International, Inc. ("Global") hereby engages Southstar Financial
Services, Inc. and Southstar Financial Services, Inc. hereby agrees to render
services to Global as a management consultant, strategic planner and advisor.
2. Duties. During the term of this Agreement, Southstar Financial
Services, Inc. shall provide advise to, undertake for and consult with the
Company and will act in the capacity of a financing liaison on behalf of the
Company concerning preparation, assembly and presentation of financing
documentation to lending institutions to assist the Company in obtaining
financing for its real property.
3. Term. The term of this Consulting Agreement shall be for a one
year period commencing on the date hereof.
4. Compensation. As compensation for its services hereunder,
Southstar Financial Services, Inc. shall be issued 25,000 shares of Common
Stock (the "Shares") of Global TeleMedia International, Inc. Investment
restrictions shall be noted against the Shares.
5. Expenses. Southstar Financial Services, Inc. shall be entitled to
reimbursement by Global of such reasonable out-of-pocket expenses as
Southstar Financial Services, Inc. may incur in performing services under
this Consulting Agreement. Any expenses shall be approved in advance
with Global.
6. Registration. Global agrees to provide Southstar Financial Services,
Inc. with registration rights at Global's cost and expense and include the
Shares in a registration statement to be filed by Global with the Securities and
Exchange Commission within the proximate future.
7. Confidentiality. Southstar Financial Services, Inc. will not
disclose to any other person, firm or corporation, nor use for its own benefit,
during or after the term of this Consulting Agreement, any trade secrets or
other information designated as confidential by Global which is acquired by
Southstar Financial Services, Inc. in the course of its performing services
hereunder. (A trade secret is information not generally known to the trade
which gives Global an advantage over its competitors. Trade secrets can
include, by way of example, products or services under development,
production methods and processes, sources of supply, customer lists,
marketing plans and information concerning the filing or pendency of patent
applications.)
8. Independent Contractor. Southstar Financial Services, Inc. and
Global hereby acknowledge that Southstar Financial Services, Inc. is an
independent contractor. Southstar Financial Services, Inc. shall not hold
itself out as, nor shall it take any action from which others might infer,
that it is a partner of, agent of or a joint venturer of Global.
9. Miscellaneous. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
upersedes and cancels any prior communications, understandings and agreements
between the parties. This Consulting Agreement cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed by
all parties. This Consulting Agreement shall be governed by the laws of the
State of Florida. In the event of any dispute as to the terms of this
Consulting Agreement, the prevailing party in any litigation shall be entitled
to reasonable attorneys' fees.
Please confirm that the foregoing correctly sets forth our understanding
by signing the enclosed copy of this letter where provided and returning it to
us at your earliest convenience.
Very truly yours,
GLOBAL TELEMEDIA INTERNATIONAL, INC.
By:_______________________________________
Roderick A. McClain
President and Chief Executive Officer
ACCEPTED AND AGREED TO as
of the 11th day of April, 1996.
Southstar Financial Services, Inc.
By:
Name:
Title:
<PAGE>
EXHIBIT 4(J)
Addendum to Emploment Agreement between Gregory R. Catinella and
the Company dated February 1, 1996.
<PAGE>
AMENDMENT NUMBER ONE (1)
TO
Employment Contract Dated November 1, 1995
Between
Global TeleMedia International, Inc.
and
Gregory R. Catinella
This Amendment Number One (1) dated February 1, 1996 to that certain
Employment Agreement dated November 1, 1995 by and between Global TeleMedia
International, Inc. and Gregory R. Catinella shall be amended as follows
Article 2. shall be amended to include new Article 2.5 as follows:
2. Compensation.
2.5 Employer hereby grants to employee the right to purchase
50,000 warrants and options in Global TeleMedia International, Inc. for the
sum of $1.00 per warrant. These warrants must be exercised, in whole or in
part, no late than January 31, 1997. In order to receive said warrant options,
Employee must remain in the employ of Global TeleMedia International, Inc.
through January 31, 1997.
All other terms and conditions of the original agreement dated November 1,
1995 shall remain in full force and effect.
GLOBAL TELEMEDIA INTERNATIONAL, INC. GREGORY R. CATINELLA
By: By:
Its: President and Chief Executive Officer
<PAGE>
EXHIBIT 4(k)
Addendum to Emploment Agreement between Melissa Hart and
the Company dated February 1, 1996.
<PAGE>
AMENDMENT NUMBER TWO (2)
TO
Employment Contract Dated May 25, 1995
Between
Global TeleMedia International, Inc.
and
Melissa D. Hart
This Amendment Number One (1) dated February 1, 1996 to that certain
Employment Agreement dated May 25, 1995 by and between Global TeleMedia
International, Inc. and Melissa Hart shall be amended as follows
Article 2. shall be amended to include new Article 2.5 as follows:
2. Compensation.
2.5 Employer hereby grants to employee the right to purchase
25,000 warrants and options in Global TeleMedia International, Inc. for the sum
of $1.00 per warrant. These warrants must be exercised, in whole or in part, no
later than January 31, 1997. In order to receive said warrant options, Employee
must remain in the Employ of Global TeleMedia International, Inc. through
January 31, 1997.
All other terms and conditions of the original agreement dated May 25, 1995
shall remain in full force and effect.
GLOBAL TELEMEDIA INTERNATIONAL, INC. MELISSA HART
By: By:
Its: President and Chief Executive Officer
<PAGE>
EXHIBIT 4(l)
Addendum to Emploment Agreement between Geoffrey F. McClain and
the Company dated February 1, 1996.
<PAGE>
AMENDMENT NUMBER ONE (1)
TO
Employment Contract Dated September 1, 1995
Between
Global TeleMedia International, Inc.
and
Geoffrey F. McClain
This Amendment Number One (1) dated February 1, 1996 to that certain
Employment Agreement dated May 25, 1995 by and between Global TeleMedia
International, Inc. and Geoffrey F. McClain shall be amended as follows
Article 2. shall be amended to include new Article 2.5 as follows:
2. Compensation.
2.5 Employer hereby grants to employee the right to purchase
50,000 warrants and options in Global TeleMedia International, Inc. for the
sum of $1.00 per warrant. These warrants must be exercised, in whole or in
part, no later than January 31, 1997. In order to receive sair warrant options,
Employee must remain in the employ of Global TeleMedia International, Inc.
through January 31, 1997.
All other terms and conditions of the original agreement dated September 1,
1995 shall remain in full force and effect.
GLOBAL TELEMEDIA INTERNATIONAL, INC. GEOFFREY F. MCCLAIN
By: By:
Its: President and Chief Executive Officer
<PAGE>
EXHIBIT 4(m)
Addendum to Emploment Agreement between Herbert S. Perman and
the Company dated February 1, 1996.
<PAGE>
AMENDMENT NUMBER ONE (1)
TO
Employment Contract Dated October 1, 1995
Between
Global TeleMedia International, Inc.
and
Herbert S. Perman
This Amendment Number One (1) dated February 1, 1996 to that certain
Employment Agreement dated October 1, 1995 by and between Global TeleMedia
International, Inc. and Herbert S. Perman shall be amended as follows
Article 2. shall be amended to include new Article 2.5 as follows:
2. Compensation.
2.5 Employer hereby grants to employee the right to purchase
50,000 warrants and options in Global TeleMedia International, Inc. for the
sum of $1.00 per warrant. These warrants must be exercised, in whole or in
part, no later than January 31, 1997. In order to receive said warrant options,
Employee must remain in the employ of Global TeleMedia International, Inc.
through January 31, 1997.
All other terms and conditions of the original agreement dated October 1,
1995 shall remain in full force and effect.
GLOBAL TELEMEDIA INTERNATIONAL, INC. HERBERT S. PERMAN
By: By:
Its: President and Chief Executive Officer
<PAGE>
EXHIBIT 4(n)
Addendum to Emploment Agreement between Michael Rogers and
the Company dated February 1, 1996.
<PAGE>
AMENDMENT NUMBER ONE (1)
TO
Employment Contract Dated October 1, 1995
Between
Global TeleMedia International, Inc.
and
Mike Rogers Hart
This Amendment Number One (1) dated February 1, 1996 to that certain
Employment Agreement dated October 10, 1995 by and between Global TeleMedia
International, Inc. and Mike Rogers shall be amended as follows
Article 2. shall be amended to include new Article 2.5 as follows:
2. Compensation.
2.5 Employer hereby grants to employee the right to purchase
25,000 warrants and options in Global TeleMedia International, Inc. for the
sum of $1.00 per warrant. These warrants must be exercised, in whole or in
part, no later than January 31, 1997. In order to receive said warrant options,
Employee must remain in the Employ of Global TeleMedia International, Inc.
through January 31, 1997.
All other terms and conditions of the original agreement dated October 10,
1995 shall remain in full force and effect.
GLOBAL TELEMEDIA INTERNATIONAL, INC. MIKE ROGERS
By: By:
Its: President and Chief Executive Officer
<PAGE>
EXHIBIT 4(o)
Agreement between Milton Barbarosh and
the Company dated March 22, 1996.
Stenton Leigh Group
1900 Corporate Blvd., Suite 305 West
Boca Raton, Florida 33431
Telephone (407) 241-9921 Telecopier (407) 241-7011
March 22, 1996
PRIVATE AND CONFIDENTIAL
Mr. Rod McClain, CEO
Global Telemedia International, Inc.
500 Northridge Road
Suite 780
Atlanta, GA 30350
Re: Advisory Services
Dear Mr. McClain
Pursuant to our conversations and meetings, we at Stenton Leigh Capital
Corp. ("SL" or the "Consultant") are pleased to provide you with this Letter
Agreement to have Milton Barbarosh, individually act as an advisor to Global
Telemedia International, Inc. and its subsidiaries, affiliates and associates
(collectively "GTMI" or the "Company") in order to assist in its possible merger
or sale of all or part of the Company.
I. CONSULTANT SERVICES
1. Employment. The Company hereby retains the Consultant, and the
Consultant hereby accepts such engagement and hereby agrees to become a
consultant and advisor to the Company on the terms and subject to the
conditions hereinafter set forth.
2. Services.
(a) The services to be performed by the Consultant for and
on behalf of the Company hereunder shall include:
(i) make itself available for consulting including but not
limited to aiding and assisting the Company in various strategic planning and
corporate matters relative to a possible merger or sale of all or part of the
Company:
(ii) rendering advice to the Company concerning the general
business approaches in the financial markets which could be followed to meet
the Company's acquisition or merger plans. This will include review and
discussion of the Company's business plan; and
(iii) perform such other lawful consulting and advisory services
relating to such aspects of the Company, its management, operation and
development as the principal executive, financial sales and/or operating
officer(s) of the Company may reasonably request consistent with the provisions
of the Agreement (hereinafter collectively referred to as the "Services").
3. Devotion of Time. The Consultant shall devote such time and skill
to the performance of the Services as, in the Consultant's sole discretion,
shall be necessary to accomplish the same. In this regard, it is hereby
specifically agreed that the Consultant shall not be required to devote any
specified minimum number of hours per week of Services to the Company.
4. Independent Contractor. The Consultant shall be, and be deemed to
be, an independent contractor in the performance of the Consultant's duties
hereunder. The Consultant shall not, by reason of this Agreement or the
performance of the Consultant's duties hereunder, be or be deemed to be, and
employee, agent, partner, co-venturer or controlling person of the Company;
the Consultant shall have no power to enter into any agreement on behalf of or
otherwise bind the Company; and the Fee shall be paid in gross without any
deductions for Federal and/or State withholding taxes. The Consultant shall
not have, or be deemed to have, any fiduciary obligation or duties to the
Company. The Consultant shall be free to pursue, conduct and carry on for the
Consultant's own account (or for the account of others) such activities,
employments, ventures, businesses and other pursuits as the Consultant, in the
Consultant's sole, absolute and unfettered discretion, may elect.
II. COMPENSATION
In consideration for the performance of Services, the Company shall pay
to the Consultant and the Consultant hereby accepts the following fees as
compensation for the Services to be rendered under this Agreement.
1. Out-of-Pocket Disbursements
The Company shall reimburse SL for out-of-pocket expenses incurred in
the performance of its responsibilities outlined above. Any single expense over
$250.00 will be pre-approved by GTMI.
2. Advisory Fees
The Company shall pay to Milton Barbarosh 75,000 voting common shares
of GTMI immediately upon the execution of this Agreement. These shares shall be
registered in a timely fashion under a Form S-8 filing with the SEC to make
these shares freetrading.
3. Other Services
This Agreement covers only those services outlined above. Should
additional services be requested, SL may charge separately for each additional
service.
III. TERMINATION
SL's services may be terminated at any time upon written notice. If
SL's services are terminated, SL will be entitled to receive and retain the
portion of any compensation payable pursuant to Section II above, including any
accrued but unpaid fees, to the end of such required payment term.
The termination of this Agreement shall be without liability or
continuing obligation to the Company or to SL, except as provided in this
Agreement including specifically any indemnity and related expense reimbursement
provisions contained herein which shall remain operative and in full force and
effect regardless of any termination.
IV. INDEMNIFICATION
In addition to the compensation which the Company has agreed to pay to
SL for the services performed, the Company also agrees to indemnify and hold
harmless SL and related persons and entities all as set forth in Schedule I
attached hereto and made a part hereof.
V. DISCLOSURE
Any advice rendered by SL pursuant to this Agreement may not be
disclosed publicly in any manner without the prior written approval of SL.
SL is not registered as a broker or dealer under The Securities Act of
1934, and certain transactions contemplated herein may require the retention of
same to consummate such transactions.
All data on business opportunities are provided for information
purposes only. No representation is made by SL as to the accuracy of any data
provided. SL encourages GTMI to thoroughly review and independently verify to
GTMI's own satisfaction that any data provided are substantially representative
of the business activity of such entity and can be relied upon when
consideration a transaction with such entity. GTMI acknowledges that GTMI has
been advised to seek the independent counsel of an attorney and/or accountant
to verify the information supplied by SL and to examine any and all applicable
documentation relevant to the transaction.
VI. ENTIRE AGREEMENT
This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and supersedes and cancels any prior
communications, understandings, and agreements between the parties relating
to such subject matter. This Agreement cannot be modified or changed, nor
can any of its provisions be waived, except by written agreement signed by all
parties.
VII. GOVERNING LAWS AND JURISDICTION
This Agreement shall be governed by the laws of the State of
Florida, and any dispute arising out of this Agreement shall be adjudicated in
the courts of the State of Florida, Palm Beach County. The parties
specifically agree as a matter of substance and express their intention to
submit any controversy or claim arising out of or relating to this Contract,
or the breach thereof, to resolution by arbitration in accordance with the
commercial arbitration rules of the American Arbitration Association (A.A.A.)
A judgment upon any award rendered by the arbitrators shall be entered by a
court having subject matter jurisdiction therein and all parties expressly
waive any challenge to the use of arbitration in accordance with this
Paragraph. The parties hereto agree that jurisdiction and venue for the entry
of judgment upon said arbitration award shall be in Palm Beach County,
Florida. The arbitrators are directed to award the expenses of the
arbitration including required travel and other expenses of the arbitrators
and any representatives of the arbitrator's costs, the costs and charges of
the A.A.A., all reasonable attorney's fees and costs, to the prevailing party
in the arbitration. In such event, no action shall be entertained if filed
more than one year subsequent to the date the cause(s) of action actually
occurred regardless of whether damages were otherwise as of said time
calculable. In the event SL must retain counsel to recover payment as
contemplated herein, GTMI hereby agrees to reimburse SL for all costs and
expenses associated with such endeavor.
VIII. ACCEPTANCE
Please confirm that the foregoing is in accordance with your
understanding by signing upon behalf of the Company and returning to SL at
SL's Boca Raton office, 1900 Corporate Blvd., Suite 305 West, Boca Raton,
Florida 33431, the duplicate of this Agreement. This offer of services is
available until April 10, 1996 unless extended at the sole discretion of SL.
Yours very truly,
STENTON LEIGH CAPITAL CORP.
Milton H. Barbarosh
Chief Executive Officer
MHB/lbc
Attachments
Acknowledged and accepted this 22 day of March, 1996.
______________________________
Mr. Rod McClain, CEO & President Global Telemedia International, Inc.
<PAGE>
EXHIBIT 24(a)
Consent of Independent Certified Public Accountants
Tauber & Balser, P. C.
<PAGE>
Tauber & Balser, P.C.
Certified Public Accountants
3340 Peachtree Road, NE
Atlanta, Georgia 30326-1026
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation in the Registration Statement on Form
S-8, dated May 2, 1996, of Global Telemedia International, Inc. of our report
dated April 15, 1996, included in the 1995 Annual Report of Global Telemedia
International, Inc. on Form 10-KSB.
Tauber & Balser, P.C.
Atlanta, Georgia
May 3, 1996
<PAGE>
EXHIBIT 5
Opinion of Bruce Brashear relating to the issuance of shares
of common stock pursuant to the above agreement
<PAGE>
May 2, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Registration Statement on Form S-8
Global Telemedia International, Inc.
Gentlemen:
I have acted as counsel for Global Telemedia International, Inc. (the
"Company") in connection with the proposed offering to the following
consultants and employees by the Company:
Golden Holdings International, Inc.
Bruce Baker
James Connell
I.W. Miller Company
Milton Barbarosh
F.P.I., Inc.
Alphatronix, Inc.
Jim Devaney
Joe Nolan
Barrow Street Research, Inc.
Madison Research & Associates, Inc.
Southstar Financial Services, Inc.
Gregory R. Catinella
Melissa Hart
Geoffrey F. McClain
Herbert S. Perman
Michael Rogers
of common shares and warrants for common shares of Two Million One
Hundred Fifty-Five Thousand (2,330,000) shares of the Company's Common
Stock, $.004 par value (the "Common Stock"). In connection with the
proposed offering and above-described registration statement, I have
reviewed the following:
1. The Certificate of Incorporation and amendments thereto of the Company;
2. The By-Laws and amendments thereto of the Company;
3. The minute books of the Company; and
On the basis of such investigation and the examination of such other
records as I deemed necessary, I am of the opinion that:
a) the Company has been duly incorporated and is validly existing under
the laws of the State of Florida; and
b) The 2,330,000 shares of Common Stock issuable to the consultants
and employees have been duly authorized and will be legally issued by the
Company and will be fully paid and nonassessable.
I consent to the filing of this opinion as an Exhibit for the purpose of
registering all or a portion of the Common Shares described in the
Registration Statement on Form S-8 under the relevant state securities laws.
Sincerely,
Bruce Brashear, Esq.
